Exhibit 4.6


 


THIS WARRANT AND THE UNDERLYING SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES
LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM.
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER,
PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This
warrant must be surrendered to the coMPANY or its transfer agent as a condition precedent to the sale, transfer, pledge or hypothecation
of any interest in any of the securities represented hereby.


 


WARRANT TO PURCHASE SHARES


of


CANCER PREVENTION PHARMACEUTICALS,
INC.


 


Dated as of February __, 2012


Void after the date specified in Section 8


No. B-___


 


THIS CERTIFIES THAT,
for value received, upon the occurrence of a Qualified Financing or an Optional Conversion (as such terms are defined below) or
its registered assigns (the “Holder”) is entitled, subject to the provisions and upon the terms and
conditions set forth herein, to purchase from Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”)
Shares (as defined below) in the amount and at the price per share set forth in Section 1. The term “Warrant”
as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.
This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of the
date hereof (as amended, modified or supplemented), by and among the Company and the lenders described therein (the “Purchase
Agreement”). All capitalized terms not otherwise defined shall have the meaning assigned to them in the Purchase
Agreement or in the form of Convertible Promissory Note issued pursuant to the Purchase Agreement.


 


The following is a
statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of
this Warrant, agrees:


 


 1.    Number
and Price of Shares; Exercise Period.


 


(a)           Definition
of Shares. If a Qualified Financing occurs, then “Shares” shall mean Qualified Securities; provided,
that if Holder exercises an Optional Conversion then “Shares” shall mean Preferred Stock. The foregoing
defined terms shall have the meanings assigned to them in the Note issued pursuant to the Purchase Agreement.


 




    	 



    	 



    

 


(b)           Number
of Shares. Prior to (or in connection with) the expiration of this Warrant as provided in Section 8, Holder shall
have the right to purchase the number of Qualified Securities or Preferred Stock (as applicable) that can be purchased with an
amount equal to the quotient obtained by dividing (x) the “Warrant Coverage Percentage” of the principal amount of
and accrued interest on the Holder’s Note by (y) the Exercise Price (as defined below). The Warrant Coverage Percentage shall
initially be 22.5% of the principal amount of Holder’s Note ($________) and shall be increased by 2.5% on each of the following
dates to the percentage shown until either a Qualified Financing or Optional Conversion occurs:


 


	(i)	March 15, 2012 	25%
	(ii)	June 15, 2012	27.5%
	(iii)	September 15, 2012	30%


 


(c)           Exercise
Price. The exercise price per Share shall be the price paid per share for either Qualified Securities in the event of a
Qualified Financing or Preferred Stock in the event of an Optional Conversion, as applicable, subject to adjustment pursuant hereto
(the “Exercise Price”).


 


(d)          Exercise
Period. This Warrant shall be exercisable, in whole or in part, during the period commencing on the earlier of the date
of a Qualified Financing or Optional Conversion continuing until the expiration of this Warrant as set forth in Section 8.


 


2.    Exercise
of the Warrant.


 


(a)           Exercise.
The purchase rights represented by this Warrant may be exercised at the election of the Holder, in whole or in part, in accordance
with Section 1, by:


 


(i)           the tender to
the Company at its principal office (or such other office or agency as the Company may designate) of a notice of exercise in the
form of Exhibit A (the “Notice of Exercise”), duly completed and executed by or on behalf of the
Holder, together with the surrender of this Warrant; and


 


(ii)          the payment
to the Company of an amount equal to (x) the Exercise Price multiplied by (y) the number of Shares being purchased, by
wire transfer or certified, cashier’s or other check acceptable to the Company and payable to the order of the Company.


 


(b)           Net
Issue Exercise. In lieu of exercising this Warrant pursuant to Section 2(a)(i), if the fair market value of
one Share is greater than the Exercise Price (at the date of calculation as set forth below), the Holder may elect to receive a
number of Shares equal to the value of this Warrant (or of any portion of this Warrant being canceled) by surrender of this Warrant
at the principal office of the Company (or such other office or agency as the Company may designate) together with a properly completed
and executed Notice of Exercise reflecting such election, in which event the Company shall issue to the Holder that number of Shares
computed using the following formula:


 


	X	=	Y (A – B)
	A


 




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Where:


 


	X	=	The number of Shares to be issued to the Holder
	 	 	 
	Y	=	The number of Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)
	 	 	 
	A	=	The fair market value of one Share (at the date of such calculation)
	 	 	 
	B	=	The Exercise Price (as adjusted to the date of such calculation)


 


For purposes of the
calculation above, the fair market value of one Share shall be determined by the Board of Directors of the Company, acting in good
faith; provided, however, that:


 


(i)        where a public
market exists for the Company’s common stock at the time of such exercise, the fair market value per Share shall be the product
of (x) the average of the closing bid and asked prices of the common stock or the closing price quoted on the national securities
exchange on which the common stock is listed as published in the Wall Street Journal, as applicable, for the 10 trading
day period ending five trading days prior to the date of determination of fair market value and (y) the number of shares of
common stock into which each Share is convertible at the time of such exercise, as applicable; and


 


(ii)        if the Warrant
is exercised in connection with the Company’s initial public offering of common stock, the fair market value per Share shall
be the product of (x) the per share offering price to the public of the Company’s initial public offering and (y) the
number of shares of common stock into which each Share is convertible at the time of such exercise, as applicable.


 


(c)           Stock
Certificates. The rights under this Warrant shall be deemed to have been exercised and the Shares issuable upon such exercise
shall be deemed to have been issued immediately prior to the close of business on the date this Warrant is exercised in accordance
with its terms, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as
the holder of record of such Shares as of the close of business on such date. As promptly as reasonably practicable on or after
such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates
for that number of shares issuable upon such exercise. In the event that the rights under this Warrant are exercised in part and
have not expired, the Company shall execute and deliver a new Warrant reflecting the number of Shares that remain subject to this
Warrant.


 


(d)           No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of the rights under this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company
shall make a cash payment equal to the Exercise Price multiplied by such fraction.


 




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(e)           Conditional
Exercise. The Holder may exercise this Warrant conditioned upon (and effective immediately prior to) consummation of any
transaction that would cause the expiration of this Warrant pursuant to Section 8 by so indicating in the notice of exercise.


 


(f)            Automatic
Exercise. If the Holder of this Warrant has not elected to exercise this Warrant prior to expiration of this Warrant pursuant
to Section 8 and either a Qualified Financing or an Optional Conversion has occurred, then this Warrant shall automatically
(without any act on the part of the Holder) be exercised pursuant to Section 2(b) effective immediately prior to the expiration
of the Warrant to the extent such net issue exercise would result in the issuance of Shares. If this Warrant is automatically exercised,
the Company shall notify the Holder of the automatic exercise as soon as reasonably practicable, and the Holder shall surrender
the Warrant to the Company in accordance with the terms hereof.


 


(g)           Reservation
of Stock. The Company agrees during the term the rights under this Warrant are exercisable to take all reasonable action
to reserve and keep available from its authorized and unissued shares of the securities issuable upon the exercise of this Warrant
(“Issuable Securities”) for the purpose of effecting the exercise of this Warrant such number of shares (and shares
of common stock for issuance on conversion of such shares) as shall from time to time be sufficient to effect the exercise of the
rights under this Warrant; and if at any time the number of authorized but unissued shares of Issuable Securities (and shares of
common stock for issuance on conversion of such shares) shall not be sufficient for purposes of the exercise of this Warrant in
accordance with its terms and the conversion of the Shares, without limitation of such other remedies as may be available to the
Holder, the Company will use all reasonable efforts to take such corporate action as may, in the opinion of counsel, be necessary
to increase its authorized and unissued shares of its Issuable Securities (and shares of common stock for issuance on conversion
of such shares) to a number of shares as shall be sufficient for such purposes. The Company represents and warrants that all shares
that may be issued upon the exercise of this Warrant will, when issued in accordance with the terms hereof, be validly issued,
fully paid and nonassessable.


 


3.    Replacement
of the Warrant. Subject to the receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory
in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company
at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.


 


4.    Transfer
of the Warrant.


 


(a)           Warrant
Register. The Company shall maintain a register (the “Warrant Register”) containing the name
and address of the Holder or Holders. Until this Warrant is transferred on the Warrant Register in accordance herewith, the Company
may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any
notice to the contrary. Any Holder of this Warrant (or of any portion of this Warrant) may change its address as shown on the Warrant
Register by written notice to the Company requesting a change.


 


(b)           Warrant
Agent. The Company may appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 4(a),
issuing the Shares or other securities then issuable upon the exercise of the rights under this Warrant, exchanging this Warrant,
replacing this Warrant or conducting related activities.


 




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(c)           Transferability
of the Warrant. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as
amended (the “Securities Act”) and limitations on assignments and transfers, including without limitation
compliance with the restrictions on transfer set forth in Section 5, title to this Warrant may be transferred by endorsement
(by the transferor and the transferee executing the assignment form attached as Exhibit B (the “Assignment
Form”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.


 


(d)           Exchange
of the Warrant upon a Transfer. On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject
to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers,
the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or
as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise
hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon
exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable,
as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented
hereby.


 


(e)           Taxes.
In no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the issue
and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver
any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable.


 


5.    Restrictions
on Transfer of the Warrant and Shares; Compliance with Securities Laws. By acceptance of this Warrant, the Holder agrees to
comply with the following:


 


(a)           Restrictions
on Transfers. Any transfer of this Warrant or the Shares or the shares of common stock issuable upon conversion of the
Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws.
The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities,
or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company
to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same
extent as if the transferee were the original Holder hereunder, and


 


(i)           there is then
in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in
accordance with such registration statement, or


 




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(ii)          (A) such
Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall
have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the
transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that
the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party,
(ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters
related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have
furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company,
to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no
action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration
will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto,
whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the
Holder to the Company.


 


(b)           Permitted
Transfers. Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) transactions
involving the distribution without consideration of Securities by any Holder to (x) a parent, subsidiary or other affiliate
of a Holder that is a corporation, (y) any of the Holder’s partners, members or other equity owners, or retired partners
or members, or to the estate of any of its partners, members or other equity owners or retired partners or members, or (z) a
venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or
shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to
the Company of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description
of the manner and circumstances of the proposed disposition.


 


(c)           Investment
Representation Statement. Unless the rights under this Warrant are exercised pursuant to an effective registration statement
under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to any
exercise of the rights under this Warrant that the Holder shall have confirmed to the satisfaction of the Company in writing, substantially
in the form of Exhibit A-1, that the Shares so purchased are being acquired solely for the Holder’s own account and
not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the Holder shall
have confirmed such other matters related thereto as may be reasonably requested by the Company.


 


(d)          Securities
Law Legend. The Securities shall (unless otherwise permitted by the provisions of this Warrant) be stamped or imprinted
with a legend substantially similar to the following (in addition to any legend required by state securities laws):


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS
OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. This certificate must be surrendered to the coMPANY or its transfer agent as a condition
precedent to the sale, TRANSFER, pledge OR hypothecation of any interest in any of the securities represented hereby.


 




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(e)          Market
Stand-off Legend. The Shares and common stock issued upon exercise hereof or conversion thereof shall also be stamped or
imprinted with a legend in substantially the following form:


 


THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC
OFFERING, AS SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE ISSUED, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF THE COMPANY.


 


(f)          Instructions
Regarding Transfer Restrictions. The Holder consents to the Company making a notation on its records and giving instructions
to any transfer agent in order to implement the restrictions on transfer established in this Section 5.


 


(g)          Removal
of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on
a certificate evidencing the Shares (and the common stock issuable upon conversion thereof) and the stock transfer instructions
and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend
to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder
provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such
securities may be made without registration or qualification.


 


6.    Adjustments.
Subject to the expiration of this Warrant pursuant to Section 8, the number and kind of shares purchasable hereunder and the
Exercise Price therefor are subject to adjustment from time to time, as follows:


 


(a)           Merger
or Reorganization. If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”)
involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8)
in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a
part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise
of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization,
equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in
such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization.
In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall
be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such
Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be,
in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant.


 




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(b)           Reclassification
of Shares. If the securities issuable upon exercise of this Warrant are changed into the same or a different number of
securities of any other class or classes by reclassification, capital reorganization, conversion of all outstanding shares of the
relevant class or series (other than as would cause the expiration of this Warrant pursuant to Section 8) or otherwise (other
than as otherwise provided for herein) (a “Reclassification”), then, in any such event, in lieu of the
number of Shares which the Holder would otherwise have been entitled to receive, the Holder shall have the right thereafter to
exercise this Warrant for a number of shares of such other class or classes of stock that a holder of the number of securities
deliverable upon exercise of this Warrant immediately before that change would have been entitled to receive in such Reclassification,
all subject to further adjustment as provided herein with respect to such other shares.


 


(c)           Subdivisions
and Combinations. In the event that the outstanding shares of Issuable Securities are subdivided (by stock split, by payment
of a stock dividend or otherwise) into a greater number of shares of such securities, the number of Shares issuable upon exercise
of the rights under this Warrant immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision,
be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the outstanding
shares of Issuable Securities are combined (by reclassification or otherwise) into a lesser number of shares of such securities,
the number of Shares issuable upon exercise of the rights under this Warrant immediately prior to such combination shall, concurrently
with the effectiveness of such combination, be proportionately decreased, and the Exercise Price shall be proportionately increased.


 


(d)           Redemption.
In the event that all of the outstanding shares of the securities issuable upon exercise of this Warrant are redeemed in accordance
with the Company’s certificate of incorporation, this Warrant shall thereafter be exercisable for a number of shares of the
Company’s common stock equal to the number of shares of common stock that would have been received if this Warrant had been
exercised in full immediately prior to such redemption and the Issuable Securities received thereupon had been simultaneously converted
into common stock.


 


(e)           Notice
of Adjustments. Upon any adjustment in accordance with this Section 6, the Company shall give notice thereof to the
Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of securities
or other property purchasable upon the exercise of the rights under this Warrant, setting forth in reasonable detail the method
of calculation of each. The Company shall, upon the written request of any Holder, furnish or cause to be furnished to such Holder
a certificate setting forth (i) such adjustments, (ii) the Exercise Price at the time in effect and (iii) the number
of securities and the amount, if any, of other property that at the time would be received upon exercise of this Warrant.


 




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7.    Notification
of Certain Events. Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company
shall authorize:


 


(a)           the
issuance of any dividend or other distribution on the capital stock of the Company (other than (i) dividends or distributions
otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors
or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing
for the right of said repurchase; (iii) repurchases of common stock issued to or held by employees, officers, directors or
consultants of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing
for such rights; or (iv) repurchases of capital stock of the Company in connection with the settlement of disputes with any
stockholder), whether in cash, property, stock or other securities;


 


(b)           the
voluntary liquidation, dissolution or winding up of the Company; or


 


(c)           any
transaction resulting in the expiration of this Warrant pursuant to Section  8(b);


 


the Company shall send
to the Holder of this Warrant at least ten (10) days prior written notice of the date on which a record shall be taken for any
such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in
clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively
or retrospectively by the consent of the holders of a majority of the Shares issuable upon exercise of the rights under the Warrants.


 


8.    Expiration
of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of:


 


 (a)           5:00
p.m., Pacific time, on March 15, 2021;


 


 (b)           Immediately
prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement
filed under the Securities Act covering the offering and sale of the Company’s common stock that would trigger the automatic
conversion of the Shares.


 


9.    No
Rights as a Stockholder. Nothing contained herein shall entitle the Holder to any rights as a stockholder of the Company or
to be deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose
nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value,
consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights
or any other rights of a stockholder of the Company until the rights under the Warrant shall have been exercised and the Shares
purchasable upon exercise of the rights hereunder shall have become deliverable as provided herein.


 




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10.  Market
Stand-off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale,
of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during
the 180 day period following the effective date of the registration statement for the Company’s initial public offering filed
under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions
on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including,
but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions
or amendments thereto), provided, that all officers and directors of the Company and holders of at least 1% of the Company’s
voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply
to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in
the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.
The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e)
with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such 180
day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary
form consistent with the provisions of this section.


 


11.  Miscellaneous.


 


(a)           Amendments.
Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument referencing this Warrant and signed by the Company and the Holder.


 


(b)           Waivers.
No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore or thereafter occurring.


 


(c)           Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by hand, messenger or courier
service addressed:


 


(i)           if to the Holder,
to the Holder at the Holder’s address, facsimile number or electronic mail address as shown in the Company’s records,
as may be updated in accordance with the provisions hereof, or until any such Holder so furnishes an address, facsimile number
or electronic mail address to the Company, then to and at the address, facsimile number or electronic mail address of the last
holder of this Warrant for which the Company has contact information in its records; or


 


(ii)          if to the Company,
to the attention of the President or Chief Financial Officer of the Company at the Company’s address as shown on the signature
page hereto, or at such other address as the Company shall have furnished to the Holder.


 


Each such notice or
other communication shall for all purposes of this Warrant be treated as effective or having been given (i) if delivered by
hand, messenger or courier service, when delivered, or (ii) if sent by mail, at the earlier of its receipt or 72 hours
after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid, or (iii) if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail,
upon confirmation of delivery when directed to the relevant electronic mail address. In the event of any conflict between the Company’s
books and records and this Warrant or any notice delivered hereunder, the Company’s books and records will control absent
fraud or error.


 




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(d)          Governing
Law.  This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed
in accordance with the laws of the State of Arizona, without regard to the conflicts of law provisions of the State of Arizona,
or of any other state.


 


(e)           Jurisdiction
and Venue.  Each of the Holder and the Company irrevocably consents to the exclusive jurisdiction and venue of any
court within Pima County, Arizona, in connection with any matter based upon or arising out of this Warrant or the matters contemplated
herein, and agrees that process may be served upon them in any manner authorized by the laws of the State of Arizona for such persons.


 


(f)           Titles
and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered
in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless otherwise
provided, refer to sections and paragraphs hereof and exhibits attached hereto.


 


(g)          Severability.
If any provision of this Warrant becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void,
portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Warrant, and
such illegal, unenforceable or void provision shall be replaced with a valid and enforceable provision that will achieve, to the
extent possible, the same economic, business and other purposes of the illegal, unenforceable or void provision. The balance of
this Warrant shall be enforceable in accordance with its terms.


 


(h)          Waiver
of Jury Trial. Each of the Holder
and the Company waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding (whether
based on contract, tort or otherwise) arising out of or related to this Warrant.


 


(i)            Rights
and Obligations Survive Exercise of the Warrant. Except as otherwise provided herein, the rights and obligations of the
Company and the Holder under this Warrant shall survive exercise of this Warrant.


 


(j)            Entire
Agreement. Except as expressly set forth herein, this Warrant (including the exhibits attached hereto) constitutes the
entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof and supersede all prior
agreements and understandings relating to the subject matter hereof.


 


[Remainder of Page Intentionally
Left Blank]


 




    	11



    	 



    

 


The Company signs this
Warrant as of the date stated on the first page.


 


	 	CANCER PREVENTION PHARMACEUTICALS, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	Address:	1760 E. River Road, Suite 250
	 	 	Tucson, AZ 85718


 


[Signature Page to Cancer
Prevention Pharmaceuticals Warrant]


 




    	 



    	 



    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


		TO:	CANCER PREVENTION PHARMACEUTICALS, INC. (the “Company”)



 


		Attention:	President



 


		(1)	Exercise. The undersigned elects to purchase the following pursuant to the terms of the
attached warrant:



 


	 	Number of shares:	 
	 	 	 
	 	Type of security:	 


 


		(2)	Method of Exercise. The undersigned elects to exercise the attached warrant pursuant to:



 


		 ̈	A cash payment, and tenders herewith payment of the purchase price for such shares in full, together
with all applicable transfer taxes, if any.



 


		 ̈	The net issue exercise provisions of Section 2(b) of the attached warrant.



 


		(3)	Conditional Exercise. Is this a conditional exercise pursuant to Section 2(e):



 


  ̈     Yes                                          ̈ No


 


	If “Yes,” indicate the applicable condition:
	 
	 


 


		(4)	Stock Certificate. Please issue a certificate or certificates representing the shares in
the name of:



 


	 	 ̈	The undersigned
	 	 	 	 
	 	 ̈	Other—Name:	 
	 	 	 	 
	 	 	Address:	 
	 	 	 	 
	 	 	 	 


 


		(5)	Unexercised Portion of the Warrant. Please issue a new warrant for the unexercised portion
of the attached warrant in the name of:



 


	 	 ̈	The undersigned	 
	 	 	 	 
	 	 ̈	Other—Name:	 
	 	 	 	 
	 	 	Address:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 ̈	Not applicable	 


 




    	A-1



    	 



    

 


		(6)	Investment Intent. The undersigned represents and warrants that the aforesaid shares are
being acquired for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection
with, the distribution thereof, and that the undersigned has no present intention of selling, granting any participation in, or
otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all representations
and warranties of the undersigned set forth in the Note and Warrant Purchase Agreement are true and correct as of the date hereof.



 


		(7)	Investment Representation Statement and Market Stand-Off Agreement. The undersigned has
executed, and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in a form substantially
similar to the form attached to the warrant as Exhibit A-1.



 


		(8)	Consent to Receipt of Electronic Notice. Subject to the limitations set forth in Delaware
General Corporation Law §232(e), the undersigned consents to the delivery of any notice to stockholders given by the Company
under the Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws by (i) facsimile
telecommunication to the facsimile number provided below (or to any other facsimile number for the undersigned in the Company’s
records), (ii) electronic mail to the electronic mail address provided below (or to any other electronic mail address for
the undersigned in the Company’s records), (iii) posting on an electronic network together with separate notice to the
undersigned of such specific posting or (iv) any other form of electronic transmission (as defined in the Delaware General
Corporation Law) directed to the undersigned. This consent may be revoked by the undersigned by written notice to the Company and
may be deemed revoked in the circumstances specified in Delaware General Corporation Law §232.



 


	 	 
	 	(Print name of the warrant holder)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name and title of signatory, if applicable)
	 	 
	 	 
	 	(Date)
	 	 
	 	 
	 	(Fax number)
	 	 
	 	 
	 	(Email address)


 


(Signature page to the Notice of Exercise)


 




    	A-2



    	 



    

 


EXHIBIT A-l


 


INVESTMENT REPRESENTATION
STATEMENT


AND


MARKET STAND-OFF AGREEMENT


 


	INVESTOR:	[DV-CPP]
	 	 
	COMPANY:	CANCER PREVENTION PHARMACEUTICALS, INC. 
	 	 
	SECURITIES:	THE WARRANT ISSUED ON FEBRUARY __, 2012 (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF (INCLUDING UPON SUBSEQUENT CONVERSION OF THOSE SECURITIES)
	 	 
	DATE:	_______________________________


 


In connection with
the purchase or acquisition of the above-listed Securities, the undersigned Investor represents and warrants to, and agrees with,
the Company as follows:


 


1.          No Registration.
The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended
(the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities
Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy
of the Investor’s representations as expressed herein or otherwise made pursuant hereto.


 


2.          Investment
Intent. The Investor is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with
a view to, or for resale in connection with, any distribution thereof. The Investor has no present intention of selling, granting
any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement
for the same.


 


3.          Investment
Experience. The Investor has substantial experience in evaluating and investing in private placement transactions of securities
in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable
of evaluating the merits and risks of its investment in the Company and protecting its own interests.


 


4.          Speculative
Nature of Investment. The Investor understands and acknowledges that the Company has a limited financial and operating history
and that its investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic
risk of its investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period
of time and to suffer a complete loss of its investment.


 




    	 



    	 



    

 


5.          Access to
Data. The Investor has had an opportunity to ask questions of officers of the Company, which questions were answered to its
satisfaction. The Investor believes that it has received all the information that it considers necessary or appropriate for deciding
whether to acquire the Securities. The Investor understands that any such discussions, as well as any information issued by the
Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough
or exhaustive description. The Investor acknowledges that any business plans prepared by the Company have been, and continue to
be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature,
and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly
from actual results.


 


6.          Accredited
Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated
by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be
reasonably requested by the Company.


 


7.          Residency.
The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business)
is correctly set forth on the signature page hereto.


 


8.          Restrictions
on Resales. The Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the
Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated
under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain
conditions, which may include, among other things, the availability of certain current public information about the Company; the
resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number
of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s
transaction,” a transaction directly with a “market maker” or a “riskless principal transaction”
(as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Investor acknowledges and understands that the
Company may not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell
the Securities and that, in such event, the Investor may be precluded from selling the Securities under Rule 144 even if the
other applicable requirements of Rule 144 have been satisfied. The Investor understands and acknowledges that, in the event
the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration
will be required for any disposition of the Securities. The Investor understands that, although Rule 144 is not exclusive,
the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received
in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof
in establishing that an exemption from registration is available for those offers or sales and that those persons and the brokers
who participate in the transactions do so at their own risk.


 


9.          No Public
Market. The Holder understands and acknowledges that no public market now exists for any of the securities issued by the Company
and that the Company has made no assurances that a public market will ever exist for the Company’s securities.


 




    	 



    	 



    

 


10.        Brokers and
Finders. The Investor has not engaged any brokers, finders or agents in connection with the Securities, and the Company has
not incurred nor will incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage
or finders’ fees or agents’ commissions or any similar charges in connection with the Securities.


 


11.        Legal Counsel.
The Investor has had the opportunity to review the Warrant, the exhibits and schedules attached thereto and the transactions contemplated
by the Warrant with its own legal counsel. The Investor is not relying on any statements or representations of the Company or its
agents for legal advice with respect to this investment or the transactions contemplated by the Warrant.


 


12.        Tax Advisors.
The Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment
and the transactions contemplated by the Warrant. With respect to such matters, the Investor relies solely on such advisors and
not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it
(and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions
contemplated by the Warrant.


 


13.        Market Stand-off.
The Investor agrees that the Investor shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase
of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities)
of the Company held by the Investor (other than those included in the registration) during the one hundred eighty (180) day period
following the effective date of the registration statement for the Company’s initial public offering filed under the Securities
Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the
publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited
to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments
thereto), provided, that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s
voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply
to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in
the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.
The Company may impose stop-transfer instructions and may stamp each certificate with a legend with respect to the shares of common
stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other)
period. The Investor agrees to execute a market stand-off agreement with the relevant underwriters in customary form consistent
with the provisions of this section.


 


(signature page follows)


 




    	 



    	 



    

 


The Investor is signing
this Investment Representation Statement and Market Stand-Off Agreement on the date first written above.


 


	 	INVESTOR
	 	 
	 	 
	 	(Print name of the investor)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name and title of signatory, if applicable)
	 	 
	 	 
	 	(Street address)
	 	 
	 	 
	 	(City, state and ZIP)


 




    	 



    	 



    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


	ASSIGNOR:	 DC-CPP
	 	 
	COMPANY:	CANCER PREVENTION PHARMACEUTICALS, INC. 
	 	 
	WARRANT:	THE WARRANT TO PURCHASE SHARES OF ISSUABLE SECURITIES ISSUED ON DECEMBER __, 2011 (THE “WARRANT”)
	 	 
	DATE:	_________________________


 


		(1)	Assignment. The undersigned registered holder of the Warrant (“Assignor”)
assigns and transfers to the assignee named below (“Assignee”) all of the rights of Assignor under the
Warrant, with respect to the number of shares set forth below:



 


	Name of Assignee: 	 
	 	 
	Address of Assignee: 	 
	 	 
	 	 



 


	Number of Shares Assigned: 	 


 


and does irrevocably
constitute and appoint ______________________ as attorney to make such transfer on the books of CANCER PREVENTION PHARMACEUTICALS,
INC., maintained for the purpose, with full power of substitution in the premises.


 


		(2)	Obligations of Assignee. Assignee agrees to take and hold the Warrant and any shares of
stock to be issued upon exercise of the rights thereunder (and any shares issuable upon conversion thereof) (the “Securities”)
subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original
holder thereof.



 


		(3)	Investment Intent. Assignee represents and warrants that the Securities are being acquired
for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution
thereof, and that Assignee has no present intention of selling, granting any participation in, or otherwise distributing the shares,
nor does it have any contract, undertaking, agreement or arrangement for the same, and all representations and warranties set forth
in the Note and Warrant Purchase Agreement are true and correct as to Assignee as of the date hereof.



 


		(4)	Investment Representation Statement and Market Stand-Off Agreement. Assignee has executed,
and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in a form substantially similar to
the form attached to the Warrant as Exhibit A-1.



 




    	 



    	 



    

 


Assignor and Assignee are signing this Assignment
Form on the date first set forth above.


 


	ASSIGNOR	 	ASSIGNEE
	 	 	 
	 	 	 
	(Print name of Assignor)	 	(Print name of Assignee)
	 	 	 
	 	 	 
	(Signature of Assignor)	 	(Signature of Assignee)
	 	 	 
	 	 	 
	(Print name of signatory, if applicable)	 	(Print name of signatory, if applicable)
	 	 	 
	 	 	 
	(Print title of signatory, if applicable)	 	(Print title of signatory, if applicable)
	 	 	 
	Address:	 	Address: